These Terms and Conditions form an integral part of the Agreement which governs the use of the Service provided by Onmo For Services L.L.C. (“Onmo.ai”) to the customer defined in the Order Form or using the Service (the "Customer"). By signing an Order Form or by using the Service, the Customer acknowledges and agrees that the Customer is subject to these Terms and Conditions.

1. Definitions

1.1 “Ad Account” means a predefined advertising account (i) registered with Onmo.ai and associated with the advertising account(s) on the Online Advertising Platform or (ii) to which the Service applies as agreed between the Parties.

1.2 “Advertising Spend” means all charges payable by the Customer for advertising conducted with respect to an Ad Account, regardless of whether campaigns were executed using the Service.

1.3 “Affiliate” means an entity that is a subsidiary, parent, or under common control with a Party.

1.4 “Agreement” means these Terms together with the Order Form(s) and any appendices thereto.

1.5 “Customer Content” means any advertising content, data, creative materials, and other information provided by Customer to Onmo.ai for the purpose of the Service.

1.6 “Online Advertising Platform” means any platform, website, or social media channel where advertisements may be displayed using the Service.

1.7 “Order Form” means each order form through which the Customer orders the Service and which incorporates these Terms.

1.8 “Party” means Onmo.ai or Customer separately; together they are the “Parties”.

1.9 “Personal Data” means any information relating to an identified or identifiable natural person.

1.10 “Service” means the provision of Onmo.ai’s SaaS platform features and/or managed services under a Subscription.

1.11 “Onmo.ai Software” means Onmo.ai’s proprietary advertising and analytics software, including updates, upgrades, enhancements, and related tools.

1.12 “Subscription” means the services described in each individual Order Form. Each Order Form constitutes a separate Subscription.

1.13 “Terms” means these Terms and Conditions. Onmo.ai may update and modify these Terms with thirty (30) days’ notice. Continued use constitutes acceptance.

2. General Service Terms

2.1 The Service consists of the Subscription(s) agreed between the Parties.

2.2 The Service is designed to assist the Customer in managing advertising campaigns. The Customer remains responsible for results, compliance with applicable laws, and platform rules.

2.3 Features may change as the Service evolves. Onmo.ai will notify the Customer of material changes via its website, platform, or email.

2.4 Onmo.ai provides support as described in the Order Form. Customer must provide required access and cooperation.

2.5 The Service excludes telecom services, hardware, and third-party systems, which remain Customer’s responsibility.

2.6 The Customer shall not use the Service unlawfully and must comply with Onmo.ai’s directions and all applicable laws

3. Registration

3.1 Customer must register on https://app.onmo.ai/ before commencing use.

3.2 Customer authorizes Onmo.ai to access its Online Advertising Platform accounts and related data as necessary to provide the Service.

3.3 If the Customer uses the Service on behalf of a third party, Customer must ensure all necessary authorizations are in place.

4. Rights of Use & Proprietary Rights

4.1 Subject to payment of applicable fees, Onmo.ai grants Customer a limited, non-exclusive, non-transferable right to access and use the Service.

4.2 Customer shall not: (i) copy, modify, or distribute the Service; (ii) use the Service to build competing products; (iii) allow unauthorized access; (iv) reverse engineer or attempt to derive source code.

4.3 Title and all IP rights in the Service remain with Onmo.ai. Customer retains ownership of its Customer Content but grants Onmo.ai a license to use such content for Service delivery.

4.4 Feedback or suggestions provided by Customer are assigned to Onmo.ai.

4.5 Use of third-party solutions (e.g., MMPs, analytics, ad platforms) remains subject to those providers’ terms.

5. Fees

5.1 Fees are as set out in the Order Form. Unless otherwise agreed, fees are calculated monthly as a percentage of Advertising Spend, subject to a minimum monthly fee.

5.2 Invoices are issued monthly in arrears, payable within thirty (30) days net. Late payments accrue interest at 12% per annum or the maximum legal rate.

5.3 Fees are exclusive of VAT and other taxes, which are the Customer’s responsibility.

5.4 Onmo.ai may change fees with thirty (30) days’ notice. Customer may terminate effective as of the change date.

6. Warranties

6.1 Onmo.ai shall provide the Service in a professional manner consistent with industry standards.

6.2 Onmo.ai does not warrant uninterrupted or error-free operation.

6.3 The Service depends on third-party platforms. Onmo.ai is not liable for third-party services or actions.

6.4 The Service is provided “AS IS” and “AS AVAILABLE” without additional warranties.

7. Indemnification & Limitation of Liability

7.1 Onmo.ai will indemnify the Customer against third-party IP infringement claims arising from the Onmo.ai Software (excluding Customer Content, combinations, or modifications).

7.2 Customer will indemnify Onmo.ai against claims arising from Customer Content, misuse of the Service, or breach of these Terms.

7.3 Neither Party is liable for indirect, incidental, or consequential damages.

7.4 Aggregate liability of each Party shall not exceed the fees paid by Customer to Onmo.ai during the twelve (12) months preceding the claim.

7.5 These limits do not apply to indemnification obligations or willful misconduct.

8. Confidentiality

8.1 Each Party must keep confidential information secret and use it only for Agreement performance.

8.2 Onmo.ai may use aggregated or anonymized data for benchmarking, analytics, and product improvement.

8.3 Confidentiality obligations survive termination for five (5) years, except trade secrets which survive as long as they remain trade secrets.

9. Term & Termination

9.1 The term is defined in the Order Form.

9.2 Either Party may terminate for material breach if not remedied within thirty (30) days of notice.

9.3 Onmo.ai may suspend or terminate immediately for non-payment, unlawful use, or regulatory requirement.

9.4 Fees already paid are non-refundable. Customer must pay all amounts due at termination.

10. Data Protection

10.1 Customer is responsible for compliance with all applicable data protection laws (including GDPR, CCPA).

10.2 Where Onmo.ai acts as processor on behalf of Customer, the Data Processing Agreement (Annex A) applies.

10.3 Onmo.ai’s Privacy Policy (https://www.onmo.ai/privacy-policy) applies to processing of Customer personnel’s personal data.

11. Governing Law & Dispute Resolution

11.1 This Agreement shall be governed by the laws of the State of Qatar.

11.2 Any dispute shall be submitted to the exclusive jurisdiction of the courts of Doha, Qatar.

12. General Provisions

12.1 Onmo.ai may use subcontractors.

12.2 Onmo.ai may use Customer’s name and logo as a reference unless Customer objects in writing.

12.3 Neither Party may assign this Agreement without consent, except to Affiliates or in a merger/acquisition.

12.4 Neither Party is liable for delays due to Force Majeure events.

12.5 This Agreement constitutes the entire agreement. Customer terms are not binding unless expressly agreed in writing.

12.6 If any provision is invalid, the remainder shall remain enforceable.

ANNEX A – DATA PROCESSING AGREEMENT (DPA)

1. Background and Purpose
1.1 This DPA forms part of the Agreement governing the Services provided by Onmo.ai to the Customer.
1.2 In providing the Service, Onmo.ai may process Personal Data on behalf of the Customer.
1.3 The Parties enter into this DPA to comply with applicable data protection laws (including GDPR and CCPA).

2. Roles of the Parties
2.1 Customer is the Controller; Onmo.ai is the Processor.
2.2 Onmo.ai processes Personal Data solely to provide the Services, on documented Customer instructions.

3. Personal Data & Processing
3.1 The Customer may submit Personal Data into the Services at its discretion.
3.2 Categories of Personal Data may include: device identifiers, campaign data, user interaction data, and conversion data.
3.3 Processing shall continue for the term of the Agreement.

4. Sub-processors
4.1 Customer authorizes Onmo.ai to use sub-processors to deliver the Services.
4.2 Onmo.ai will ensure sub-processors are bound by data protection obligations no less protective than this DPA.

5. Data Transfers
5.1 Onmo.ai may transfer Personal Data outside the country of origin where legally permitted and subject to safeguards such as Standard Contractual Clauses.

6. Security Measures
6.1 Onmo.ai shall implement appropriate technical and organizational measures to protect Personal Data against unauthorized access, alteration, or disclosure.
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7. Data Breaches
7.1 Onmo.ai shall notify Customer without undue delay upon becoming aware of a Personal Data breach.
7.2 Notification shall include details of the breach, likely impact, and remediation steps.

8. Rights of Data Subjects
8.1 Onmo.ai shall provide reasonable assistance to Customer in fulfilling data subject rights requests under applicable law.

9. Audit Rights
9.1 Customer may audit Onmo.ai’s compliance once annually upon reasonable notice, or review Onmo.ai’s third-party audit reports.

10. Termination & Deletion
10.1 Upon termination of the Agreement, Onmo.ai shall delete or return all Customer Personal Data unless retention is required by law.